Software Contracts

Many standard contracts to cover initial confidential discussions to contracting with a developer/contractor/licensor/distributor to develop, distribute, support, test, evaluate, license (both to end-users as well as distributors); also contracts covering protection of copyright material in hard copy, online, on websites or when publishing; escrow, protection against infringement and actions when infringed and assignment of copyright in the software when selling.

Typical Terms and conditions for download and use of an “App” (application software) for any service or software from games to payroll. Lists permitted licensed usage and prohibited acts. Read moreRead more

A software program consists of computer programming code (source and object code), together with the written documentation, e.g. Software listings, schematics, etc. In order properly to transfer all rights to that asset to a purchaser, the developer must assign all of his original rights (his intellectual property rights), title and interest to the purchaser. This assignment secures the transfer of those rights. Read moreRead more

This version of open source license allows unlimited redistribution for any purpose as long as its copyright notices and the license's disclaimers of warranty are maintained. The license also contains a clause restricting use of the names of contributors for endorsement of a derived work without specific permission. Not to be used unless the user knows exactly what the implications are. Read moreRead more

Creative Commons Corporation is a Massachusetts-chartered, tax-exempt charitable corporation, a non-profit organisation which had the idea of universal access to material for research, education and culture made possible by the internet. The infrastructure provided by CC consists of a set of copyright licenses and tools that create a balance inside the traditional “all rights reserved” setting that copyright law creates. The material in this section outlines the Master Terms of Use and the Creative Commons Attribution-ShareAlike 3.0 Unported License. Read moreRead more

An escrow agreement is essential where software is vital to any party’s business. A licensee should ensure that the software owner/licensor will make the source code available to the licensee by depositing it with an independent third party (an escrow agent) so that if the software owner/licensor goes out of business or is in material breach of its obligations, the source code is released to the licensee so that the software can continue to be supported. This contract is for a single licensee to sign but the deposited source code is not checked (or verified). Read moreRead more

An escrow agreement is essential where software is vital to any party’s business. A licensee should ensure that the software owner/licensor will make the source code available to the licensee by depositing it with an independent third party (an escrow agent) so that if the software owner/licensor goes out of business or is in material breach of its obligations, the source code is released to the licensee so that the software can continue to be supported. In this contract the deposited source code is checked (verified) to ensure it is the right software which the licensee is using. This contract is for a single licensee to sign. Read moreRead more

An escrow agreement is essential where software is vital to any party’s business. A licensee should ensure that the software owner/licensor will make the source code available to the licensee by depositing it with an independent third party (an escrow agent) so that if the software owner/licensor goes out of business or is in material breach of its obligations, the source code is released to the licensee so that the software can continue to be supported. This contract is for multiple licensees to sign a registration schedule to the Escrow Agreement to receive the benefit or the escrow arrangements but does not provide for verification of the source code Read moreRead more

An escrow agreement is essential where software is vital to any party’s business. A licensee should ensure that the software owner/licensor will make the source code available to the licensee by depositing it with an independent third party (an escrow agent) so that if the software owner/licensor goes out of business or is in material breach of its obligations, the source code is released to the licensee so that the software can continue to be supported. This contract is for multiple licensees to sign a registration schedule to the Escrow Agreement to receive the benefit or the escrow arrangements and does provide for verification of the source code. Read moreRead more

Typical support services include an ‘Online Helpdesk’ (where the customer can message software problems and receive a reply via a support portal), “Online Remote access” (where support staff can link to the customer’s computer) and perhaps additional options such as a “Telephone Hotline” and, as last resort, “on-site” support if the customer is willing to pay for a premium support service.Customers with business critical software may also request further additional premium support options which it will pay extra charges for including having support services outside normal working hours including weekends or 24x7 and/or request on-site support as well as a ‘Guaranteed Response times’ (i.e. the contractor’s guarantee that support calls are responded to within X hours of a fault report/call being made). It must be noted that if response times to fault calls are agreed to form part of the support contract, failure to perform can be regarded as breach, so great care must be taken by the contractor when agreeing to include the same. This Contract is an example of these. Read moreRead more

This contract provides the contractual basis upon which two or more software authors may collaborate in developing software. This can be mutually beneficial in many ways, not least of which is the sharing of costs, widening of markets and the pooling of resources to develop new ideas and a new software product in a shorter timescale. It includes provisions for ownership, liability, enhancement and support. Read moreRead more

Designed to give the owner of proprietary and confidential information some protection in circumstances where disclosure of such information to another party is required. Only one party is protected by disclosure in this contract. Read moreRead more

Designed to give both parties to the contract, both being owner of proprietary and confidential information, some protection in circumstances where disclosure of such information to the other party is required. In this contract both parties are protected. Read moreRead more

Drafted for the Software Owner's benefit to grant to an independent Distributor the right to distribute its software over the internet. Includes licensing rights, territory, fees and support. Read moreRead more

As opposed to software being protected by strict licensing terms, Open Source Software (OSS) is computer software that is made available in source code form to the general public with much less stringent or indeed, non-existent copyright restrictions which are legally available to the copyright holder. Software developers must decide if they want to publish their software with an OS license since any user will be able to develop the same software or understand its internal functioning. OSS also generally allows anyone to create modifications of the software, port it to new operating systems and processor architectures, share it with others or market it. Read moreRead more

This contract is aimed at parties to a co-operative development being each allowed to exploit the fruits of the development in their own way and in order to avoid subsequent disputes as to ownership of certain parts of the developed work. The parties grant to each other the reciprocal right to use that part of the developed work which is or may belong to that party so that each party can exploit the whole jointly developed product. Read moreRead more

This Contract is used to license high-volume, low cost off-the-shelf software distributed on a physical, tangible media such as on a CD or DVD (eg accompanying a program or game). Originally the full licence terms were visable through a clear plastic sealed package surrounding the software CD, DVD or other multi-media discs packaging. Now it is more commonplace for a prominent notice to be placed on the package (instead of the full licence terms) advising the user that “breaking the seal” (usually breaking through the actual notice) to open the package will be deemed acceptance of the full terms of the software license to be found elsewhere (usually contained outside the software package/box or on the software supplier’s website). Contract 2 also contains an example of a typical Notice as well as the full software license terms. For software licences for downloadable software which are “constructively” accepted in other ways see: click-wrap (Contract 61A) and browse-wrap (Contract 61B). Read moreRead more

Contract for the hire of temporary computer-skilled personnel often needed to provide cover during illness or vacation of permanent staff or to provide an added backup service during busy periods or if a specific program requires to be written or project to be carried out. Note: national employment legislation may be applicable Read moreRead more

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